Logitech 2010 Annual Report Download - page 100

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Determination of long-term equity incentive awards
The Compensation Committee is responsible for approving who should receive equity incentive awards, when
the awards should be made, the exercise price per share and the number of shares or other rights to be granted.
Long-term equity incentive awards may be granted only by the Compensation Committee or the full Board of
Directors. The Compensation Committee regularly reports its activity, including approvals of grants, to the Board.
We do not have any program, plan, or practice to select equity compensation (including stock option) grant dates in
coordination with the release of material non-public information, nor do we time the release of information for the
purpose of affecting value. We do not backdate options or grant options retroactively.
Long-term equity incentive awards granted in fiscal year 2010
During fiscal year 2010 the number of shares subject to equity incentive awards granted to Logitech’s named
executive officers was determined by the Compensation Committee based on the accrued and unrealized gains
from past equity incentive grants, prior grant practices, peer group and broader industry survey data on annual
and cumulative delivered value of grants to executive officers, anticipated compensation expense and shareholder
dilution, and review of trends in equity incentive compensation design and practices among high technology
companies. The Committee considered trends data as well as the relatively low accrued value of past grants in
particular in adopting the use of RSUs for executive officers, including the named executive officers, in fiscal year
2010.
Grants to Mr. Quindlen. Mr. Quindlen received a stock option grant for 100,000 shares on April 1, 2009 as
part of his fiscal year 2010 annual compensation as CEO. Mr. Quindlen received a performance restricted stock
unit grant for 40,000 shares, assuming 100% target performance, and a restricted stock unit grant for 20,000 shares,
on June 29, 2009, as part of the annual stock focal process. Slightly less than half of Mr. Quindlen’s total target
compensation in fiscal year 2010 was provided through long-term equity incentive awards. The total number of
equity incentives granted to Mr. Quindlen was based upon the mix of compensation components, the Compensation
Committee’s consideration of the accrued value of past grants to Mr. Quindlen, as well as the Compensation
Committee’s estimate of Mr. Quindlen’s potential for future contributions to Logitech’s success.
Grant to Mr. De Luca. Mr. De Luca received a stock option grant for 30,000 shares on April 1, 2009 as part of
his fiscal year 2010 compensation as Chairman. Mr. De Luca did not receive a grant of PRSUs, RSUs or any other
equity incentive grants during fiscal year 2010.
Grants to Other Named Executive Officers. The equity incentive award grants made to all Logitech named
executive officers during fiscal year 2010 are set out in the Grants of Plan-Based Awards in Fiscal Year 2010 table
below. The value of long-term equity incentive awards in the form of stock options, PRSUs and RSUs granted
during fiscal year 2010 was in aggregate below the peer group, based on March 2010 compensation review data.
Timing of grants
Long-term equity incentive award grants to executive officers are typically and predominantly made at
regularly scheduled, predetermined meetings of the Compensation Committee. These meeting are scheduled up to
18 months in advance and take place before the regularly scheduled, predetermined meetings of the full Board. On
limited occasions, grants may be made at an interim meeting of the Compensation Committee or by consent, for the
purpose of approving the hiring and compensation package for newly hired or promoted executives. The Committee
approved a new hire grant to Erik Bardman, the Company’s Chief Financial Officer, by consent in October 2009.
The timing of interim meetings or consents, if they occur, is based on the activity which generated the need for the
meeting or the consent, not Logitech’s share price. In fiscal year 2010 grants were made to new hires and promoted
employees below the executive officer level at regularly scheduled meetings of the Compensation Committee, by
consent in October 2009, and by consent in December 2009, in connection with our acquisition of LifeSize.